Chartered Accountants◆Practising since 2016

IV. FEMA, RBI & Corporate Law

FEMA compliance for a liaison office: AAC, extension and closure

A liaison office's approval is time-limited and narrow. Each year it proves to the AD bank that it stayed within its role and was funded only from abroad, and before the approval expires it either extends, converts to a different structure, or closes.

Supervisor
AD Category-I bank
Annual certificate
By 30 September
Validity
Usually 3 years
Exit
Extend, convert or close

§ 1

Keeping the approval in good standing

The Annual Activity Certificate is the liaison office's main FEMA filing. It confirms the activities carried out and that expenses were met only from inward remittances. Gaps such as funds received locally, or activities that look commercial, show up there first.

Before the validity period ends, the foreign company must apply through the AD bank for an extension, with the AACs for the period. If the company now wants to earn income in India, the right step is a subsidiary or branch, followed by closure of the liaison office.

§ 2

The law that applies

FEMA Regulations, 2016 and RBI Master DirectionAAC, validity, extension and closure of liaison offices.

§ 3

Issues and how we solve them

The problems that most often hold up or complicate this work, and how we deal with each.

  1. Issue 1

    The approval has expired without an extension.

    Our approach

    We approach the AD bank with the history and AACs, apply for extension or closure, and assess whether compounding is needed for the lapse.

  2. Issue 2

    Closing the office is delayed by unresolved tax or payroll items.

    Our approach

    We prepare a closure checklist covering final accounts, tax and TDS clearance, employee settlements and bank account closure, and file the closure application once each item is done.

§ 4

Process and timeline

  1. 1

    Annual

    Annually

    AAC with audited accounts.

    Filing: AAC by 30 September

  2. 2

    Extension

    6 months before expiry

    Application before validity ends.

  3. 3

    Closure

    On exit

    Final accounts, clearances and closure application.

§ 5

Our scope of work

Included

  • Annual Activity Certificate
  • Extension applications
  • Conversion planning
  • Closure

§ 6

Questions

Can a liaison office's validity be extended?

Yes, through the AD bank before expiry, supported by the Annual Activity Certificates for the period.

What happens to the liaison office's assets on closure?

Remaining funds are repatriated after liabilities are met; assets may be sold or transferred, subject to FEMA and tax rules.

Prepared by CA Utsav Dogra, Chartered Accountant, ICAI M. No. 542375, SU and Company · Last reviewed 4 November 2026. General information only, based on the law as it stood on that date; it is not advice for any particular case.

Queries

Send the firm a query

Tell us briefly what you need. A member of the team will get back to you.

We use your details only to respond to your query. See our privacy policy.

Call